These Consent Minutes describe certain special actions taken by the Board of Directors of (the “Corporation”), a business corporation, in lieu of a special meeting thereof and pursuant to Section of the Code of , as amended, which provide that any action required or permitted to be taken at a Board of Directors’ meeting of a business corporation may be taken without a meeting if the action is taken by all members of the board and is evidenced by one or more written consents describing the action taken which are signed by each director and delivered to the Corporation for inclusion in the minutes or filing with the corporate records, with such consent to have the effect of a meeting vote. Such consent herein and hereto is evidenced by the signatures of the Shareholders and Directors of the Corporation affixed hereto.

The Directors acknowledge that it is necessary or desirable to consider the following described and certain other related matters. Therefore, the undersigned Directors, being all of the members of the Board of Directors of the Corporation, do hereby waive (i) notice of the time, place and purpose of, (ii) call of, and (iii) the necessity of special meetings thereof and unanimously and severally and collectively adopt, by consent and without the necessity and formality of convening, and in lieu of, a special meeting thereof, the following Resolution as being the special actions of the Board of Directors, as if meetings duly assembled:

Authority to Borrow Funds and Pledge Collateral:

RESOLVED, that , President of this corporation, be hereby authorized, in the name of and for account of this corporation, and on such terms and conditions as he may deem proper, to borrow from

, any sum or sums of money; to sign, execute and endorse such documents as may be necessary or required by said Bank to evidence such indebtedness; to pledge and/or mortgage any property of this corporation to secure the payment of any indebtedness, liability or obligation of this corporation to said Bank whether due or to become due and whether existing or hereafter incurred, howsoever arising; to apply for and obtain from said Bank, letters of credit, and to sign and execute agreements to secure said Bank in connection therewith to withdraw and/or substitute any property of this corporation held at any time by said Bank, and to sign and execute trust receipts for the withdrawal of same when required; and generally to do and perform any and all instruments necessary or required by said Bank for its protection in dealings with this corporation; and

FURTHER RESOLVED, that said Bank be furnished with a certified copy of these resolutions and be hereby authorized to deal with the officers hereinabove named under said authority unless and until it be expressly notified in writing to the contrary by this corporation; and said Bank shall at all times be protected and recognizing as such officers the persons named in a certificate signed by any officer of this corporation.

Filing of Consent:

RESOLVED, that the Secretary of the Corporation is hereby directed to make the original of this consent part of the official minutes of the Corporation to be filed in the minute book of the Corporation.

THE UNDERSIGNED DIRECTORS, BEING THE ENTIRE MEMBERSHIP OF THE BOARD OF DIRECTORS OF DO HEREBY EXPRESSLY CONSENT TO THE FOREGOING RESOLUTION AS BEING THE ACTIONS OF THE DIRECTORS OF SUCH CORPORATION, IN ACCORDANCE WITH

SECTION OF THE BUSINESS CORPORATION ACT AND IN LIEU OF SPECIAL MEETINGS THEREOF, TO BE EFFECTIVE AS OF

, 20 ____ .

___________________________________

_______________________, DIRECTOR

SECRETARY CERTIFICATE

This is to certify that the above is a true and correct copy of Resolutions adopted by Board of Directors of a corporation organized under the laws of

the State of pursuant to Section of the

Code of , as amended; and that said Resolutions are duly entered upon the Minute Book of said corporation and are now in full force and effect; and I further certify that the following are the names and titles of the officers mentioned in said Resolutions:

_______________________, President

___________________________________

_______________________ Secretary-Treasurer

_______________________

State Specific Minutes Forms

–For State Specific Minutes Forms you can download in Word format, go to